By 1940, tensions between the Japanese and Americans ran high. The U.S. refused to export lumber, iron, and most importantly, petroleum products needed to expand and defend the Japanese empire. With Midway deemed second only to Pearl Harbor, Oahu in importance to protecting the West Coast, airstrips, gun emplacements and a seaplane base quickly materialized on the tiny atoll. But the Navy created a long-term infrastructure as well, creating Naval Air Station Midway.

The Navy working with private industry formed a coalition of contractors known as Contractors Pacific Naval Air Bases (PNAB). PNAB started construction of facilities on Sand and Eastern Islands in the spring of 1940. PNAB Architect Albert Kahn of Detroit, Michigan, designed the Officer's quarters, the mall and several other hangars and buildings.

In his private business, Kahn specialized in factories with many commissions from the Ford Motor Co. His simple, efficient, and aesthetic Naval buildings typically included porthole windows.

Construction of the runways on Eastern Island and the Seaplane Base and other support facilities on Sand Island was completed August 1, 1941. U.S. Naval Air Station Midway was commissioned four months before the start of the war.

Before the start of hostilities, U.S. Marines were stationed on Midway. The Marines were responsible for establishing all the defensive positions and assisted with construction, often serving as stevedores for all the supplies and equipment needed to fortify Midway. The Marines used five-inch guns, built in 1916, and three-inch 1921 vintage guns to defend Midway. America's greatest fear was that Europe would fall to the Nazis, so all of the newest equipment went to the European war theater, and antiquated guns and planes like the Brewster Buffalo went to the Marines in the Pacific.

"A day that will live in infamy"

What happened on December 7, 1941? Not only were Pearl Harbor, Wake and the Philippines attacked, but Midway was also shelled by two Japanese destroyers. Thought to be bombproof, the command/communications and power plant building was penetrated by a 5 inch shell, probably deflecting off an adjacent laundry building. Marine First Lieutenant George H. Cannon refused medical attention until he was assured communications were restored to his Command Post, even though he had a crushed pelvis. By the time he received medical attention, it was too late, and Cannon died. For his gallant selflessness he received the first Medal of Honor issued to an U.S. Marine in World War II. A street on Sand Island still bears his name.